UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10KSB
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of
The Securities Exchange Act of 1934 [NO FEE REQUIRED]
For the transition period from To
Commission file number24-2472-A
CALDERA CORPORATION
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-3243555
(State of Incorporation) (IRS Employer ID Number)
Post Office Box 1929, DeLand, FL 32721-1929
618 W. New York Avenue, DeLand, Florida 32720
(Address of principal executive offices and Zip Code)
Securities registered pursuant to 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
Common Stock, Par Value $0.0025 Not Applicable
Securities to be registered pursuant to 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
None None
Check whether the Issuer (1) filed all reports required to
be filed by section 13 or 15(d) of the Exchange Act during the
past 12 months ( or such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. (1) yes [ ] No [X] (2)
Yes[X] No [ ].
Check if disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
<PAGE>
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
State the issuer's revenues for its most recent fiscal year -$0-
State the aggregate market value of the voting stock held by
nonaffiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days: There is
no market in the Company's stock.
As of December 31, 1997, the Registrant had 162,500 shares of
common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the part of the form 10-KSB (e.g., part I, part II,
etc.) into which the document is incorporated: (1) Any annual
report to security holders; (2) Any proxy or other information
statement; and (3) Any prospectus filed pursuant to rule 424(b)
or c under the Securities Act of 1933. NONE
<PAGE>
PART I
Item 1. Description of Business
General
This Form 10-KSB has been delinquent since March 15, 1998. No stock sales
have occurred during the period of delinquency. Filed simultaneously herewith is
the 10QSB for the two quarters ending March 30, 1998. Both documents must be
read together and considered in light of all other reports filed by the Company,
particularly reports being filed for subsequent periods.
The stockholders have voted at the annual stockholder meeting on April 26, 1997
to vend out all assets of the Company in return for assumption of all of the
Company's liabilities thus rendering the Company totally inactive. At the annual
meeting of shareholders held April 26,1997 at Daytona Beach, Florida the
shareholders voted:
a. To vend out the assets of the Company to Au International, Inc. in
return for the assumption of all of the Company's liabilities by Au
International, Inc. Said vote was by all 11,944,500 shares present.
b. To elect only three directors. Said vote was by all
11,944,500 shares present.
c. To reverse split the stock 100 to 1 effective date of
June 30 1997. There being 166,250 shares outstanding after the split. Said
vote was by all 11,944,500 shares present. Thus rendering the company
inactive.
Caldera Corporation, (Formerly Sky Freight, Inc.), the
"Registrant" or the "Company", is a Florida corporation which
became public when its Offering Statement under Regulation A
filed with the Securities and Exchange Commission became
effective on September 26, 1981 and closed on December 26, 1981
(as Sky Freight, Inc ). On May 3, 1994, Sky Freight, Inc.
changed its name to Caldera Corporation. Sky Freight,
Inc., amended its Certificate of Incorporation to effect said
change of name to Caldera Corporation on the same date.
The Company
Prior to the First day of February, 1986, the Company was engaged
in the business of operating a cargo airline based in Miami,
Florida. There was a total of 49,280,000 shares issued bearing
the Sky Freight, Inc. name.
Due to illness of the Chief Executive Officer of the Company, Mr
Eugene G Harris of Miami, Florida the Company ceased doing
business on or about February 1, 1986. At that time it
liquidated its assets and paid all of its liabilities. The
Company, then having no assets, no liabilities, and no business,
became dormant.
<PAGE>
On May 3, 1994 the Company reverse split its common stock (five
shares of the old stock became one share of the new common stock,
par value of $0.0025). The Company then was recapitalized so
that the number of authorized common shares was increased to Two
Hundred Million (200,000,000) shares having a par value of
$0.0025 each. The name of the Company was changed to Caldera
Corporation, Inc.
On August 19, 1994 the Company acquired options on certain gold
mining claims, described in Item 3 "Property" hereinafter, for a
total price of $2,750,000 payable in shares of the common stock
of Caldera Corporation, par value $0.0025, at the arbitrarily
assumed price of $1.00 per share, upon exercising the option.
The Company's stock has no market value. The Company has issued
the stock and paid certain rental fees in the amount of $41,560
required to exercise the options but the closings have been
postponed by mutual agreement of the parties. This property will
be explored to determine if, and where, minerals mining may be
proven to be warranted on the property.
The stockholders have voted at the annual stockholder meeting on
April 26, 1997 to vend out all assets of the Company in return
for assumption of all of the Company's liabilities thus rendering
the Company totally inactive. At the annual meeting of
shareholders held April 26,1997 at Daytona Beach, Florida the
shareholders voted:
a. To vend out the assets of the Company to Au
International, Inc. in return for the assumption of
all of the Company's liabilities by Au International,
Inc. Said vote was by all 11,944,500 shares present.
b. To elect only three directors. Said vote was by
all 11,944,500 shares present.
c. To reverse split the stock 100 to 1 effective date of
June 30 1997. There being 166,250 shares outstanding
after the split. Said vote was by all 11,944,500
shares present.
Thus rendering the company inactive.
The Company's executive offices are located at 618 West New York
Avenue, DeLand, Florida 32720. The telephone number is (904) 736-
1012, and the fax number is (904) 736-1061. This office is shared
with Richard R. Cook, President of the Company.
The mailing address is P.O. Box 1929, DeLand, FL 32721-1929.
The Company is inactive until such time as capital is raised for
exploration. The Company cannot raise capital for mining until
the litigation concerning the Alaskan properties is concluded.
See Legal Proceedings.
<PAGE>
General information about industry segments
The Company operated from 1980 to 1986 under the name of Sky
Freight, Inc., as an air freight carrier. At this time the
Company will operate as a precious metals exploration Company.
The principal metal the Company will be seeking is gold. Gold is
generally mined in two ways and thus the exploration for each
type of deposit is different:
a. Placer mining, in which gold is generally found in river
beds in which it has been washed down from gold ore deposits in
the form of nuggets and/or gold dust. The exploration for placer
deposits includes the search for microfine gold. This
exploration generally relies on some drilling but more on bulk
sampling by moving large amounts of head material through a
concentration process. It should be noted that it is not
possible to estimate accurately the amount of gold in any placer
deposit.
b. The mining of gold from veins which are usually found in
mountainous areas. Gold veins are explored almost exclusively
by drilling. The contents of this type mine can be fairly
accurately determined.
At this time the Company has not carried out enough exploration
to determine the potential gold content of either of the
properties upon which the Company has an option.
Narrative description of the business
The Company is currently inactive.
The registrant has no patents, trademarks, licenses, franchises
or concessions other than the aforementioned option mining
leases.
Presently the Corporate officers, Mr Donald S Thayer, Mr Richard
R Cook and Mr James A Thumser are performing management
functions without compensation.
The Company is inactive.
Legal proceedings
The Company is currently litigating the State of Alaska's
determination that the Company had not filed its annual
assessment affidavit correctly. The State asserted this
constituted an abandonment of all of its claims. This
determination is being contested by the Company. The Superior
Court found in favor of the State. The case is now on appeal to
<PAGE>
the Alaska Supreme Court. An unfavorable decision could result
in the loss of the assets related to Alaska mining leases.
The Company is currently inactive. The Company has divested
itself of all assets and liabilities. The results of any
litigation if unfavorable will be born by Au International, Inc..
Although not currently in litigation; management believes that
the current owners of the Beluga Mining Company feel that
Caldera has defaulted on the provisions of an option agreement
between the two companies by the failure to pay the rental fees
of Seventy Thousand ($70,000) dollars to the State of Alaska
for certain mining claims held by Beluga.
Management does not know of any other potential litigation
involving the Company which may be filed in the future.
The results of any litigation if unfavorable will be born by Au
International, Inc..
ITEM 2. DESCRIPTION OF PROPERTY
The Company is currently inactive. The Company has divested
itself of all assets and liabilities. Au International, Inc. a
privately held company has assumed all of the Company's
liabilities in return for all of the Company's assets.
It should also be noted that Mr Richard R Cook, Dr Edwin T
Presley, Mr Darold Schonsheck, Mr Jack Spencer, Mr James A
Thumser and Mr Donald S Thayer, directors or former directors
of the Company, are also directors of Au International, Inc..
ITEM 3. LEGAL PROCEEDINGS
The Company is currently appealing, to the Alaska Supreme Court,
the decision of the Superior Court to uphold a decision of the
Commissioner of the Department of Natural Resources of the State
of Alaska that an affidavit of annual labor was not timely filed
on the Alaskan properties. The Company did file an affidavit of
assessment but it did not name all of the claims. Statutes give
two years to amend the affidavit. Management believes the
Commissioner did not adhere to the statute. Management believes
the appeal will be successful. If the appeal is not successful
the properties will be lost. The properties would then have to
be restaked or abandoned. Restaking would involve about ninety
days work and could cost as much as $500,000.00. Currently there
is no legal impediment to restaking the property at the
conclusion of the litigation. If the Company loses the
litigation it would have no priority over the general public in
regard to restaking the property. The Appeal is now in the
briefing stage.
<PAGE>
The Company is currently inactive. The Company has divested
itself of all assets and liabilities. The results of any
litigation if unfavorable will be born by Au International, Inc.
and if favorable will inure to the benefit of Au International,
Inc..
Although not currently in litigation; management believes that
the current owners of the Beluga Mining Company feel that
Caldera has defaulted on the provisions of an option agreement
between the two companies by the failure to pay the rental fees
of Seventy Thousand ($70,000) dollars to the State of Alaska
for certain mining claims held by Beluga.
Management does not know of any other potential litigation
involving the Company which may be filed in the future.
The results of any litigation if unfavorable will be born by Au
International, Inc. and if favorable will inure to the benefit of
Au International, Inc..
Although not currently in litigation, management believes that
the current owners of the Beluga Mining Company feel that Caldera
has defaulted on the provisions of an option agreement between
the two companies by the failure to pay the rental fees of
Seventy Thousand ($70,000) to the State of Alaska for certain
mining claims held by Beluga. The company had an option contract
with Beluga similar to the one with Au. The Company did not
exercise the Option. Management does not believe the company has
any obligation to pay this debt.
Management does not know of any other potential litigation
involving the Company which may be filed in the future.
ITEM 4 Submission of Matters to a Vote of Security Holders.
The stockholders have voted at the annual stockholder meeting on
April 26, 1997 to vend out all assets of the Company in return
for assumption of all of the Company's liabilities thus rendering
the Company totally inactive. At the annual meeting of
shareholders held April 26,1997 at Daytona Beach, Florida the
shareholders voted:
a. To vend out the assets of the Company to Au
International, Inc. in return for the assumption of
all of the Company's liabilities by Au International,
Inc. Said vote was by all 11,944,500 shares present.
b. To elect only three directors. Said vote was by
all 11,944,500 shares present.
c. To reverse split the stock 100 to 1 effective date of
June 30 1997. There being 166,250 shares outstanding
after the split. Said vote was by all 11,944,500
shares present.
<PAGE>
Thus rendering the company inactive.
No other matters were submitted for vote to the security holders
in 1997.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
There is no market for the Company's stock.
There are approximately 75 shareholders of the Company's stock.
The Company has declared no dividends for the past 5 years and
does not expect to declare any dividends this year since it has
no income.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
The Company is currently inactive.
The Company was dormant from February 1986 until February 1994.
On February 7, 1994 Eugene G Harris agreed to transfer control of
the Company to an investor group. The new controlling
stockholders took control on May 3, 1994 and provided the
capital to initiate a reorganization program. During 1994 the
primary activities of the Company involved obtaining office space
and equipment, acquiring options for several mining leases,
selling stock to officers, directors and private individuals to
finance these activities and preparing legal and financial
documents required by the reorganization and these operations.
The Company is inactive until such time as capital is raised for
exploration. Because of the lack of capital there is no plan for
exploration in the coming year.
As noted above the Company is currently inactive and has had no
significant exploration work since 1990, therefore any management
functions are minimal and not properly considered as expenses.
Management functions are not now considered to be material in
properly reflecting the costs of operations.
Item 7. Financial Statements.
The Financial statements are attached hereto directly after the
signature page.
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
None
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16 (a) of the Exchange
Act.
DIRECTORS AND EXECUTIVE OFFICERS
Identification of Directors:
Term of Office for all will expire April 27, 1998
Name Age Position Held with Company
_______________________________________________________________
Richard R Cook 52 Director
Donald S Thayer 68 Director
James A Thumser 66 Director
Identification of Officers:
Term of office for all will expire on April 27, 1998
Name Age Position Held with Company
_______________________________________________________________
Richard R Cook 52 President
Donald S Thayer 68 Secretary
James A Thumser 66 Treasurer
The following sets forth the Officers and Directors elected April
27, 1997 to serve until replaced:
Name Age Position Held with Company
_______________________________________________________________
Richard R Cook 52 Director
Donald S Thayer 68 Director
James A Thumser 66 Director
Name Age Position Held with Company
_______________________________________________________________
Richard R Cook 52 President
Donald S Thayer 68 Secretary
James A Thumser 66 Treasurer
Officers of the Company serve at the will of the Board of
Directors. Presently the Company has no employment contracts
with any of its officers.
<PAGE>
Brief biographies of the officers and directors of the Company
are set forth below. Each director holds office until the next
annual meeting or until his death, resignation, retirement,
removal, disqualification or until a successor has been elected
and qualified. Vacancies in the existing board are filled by a
majority of the remaining directors.
Biographies:
DONALD S THAYER -- Corporate Secretary and Director
Mr Thayer was elected to the Board of Directors and as Corporate
Secretary of the Company on May 3, 1994. As Corporate Secretary
he maintains the books and records of the Company. From 1984 to
the present he has been a consultant in Product Assurance. From
1972 to 1983, as a GE employee, he was a consultant to the Naval
Air Systems Command and the Naval Material Command in Washington
during the design and development phases of several missile,
aircraft, helicopter, electronic warfare, and avionics programs.
During this period he represented the Joint Cruise Missile
Project Office at the McDonnell Douglas Company in St Louis
during the design and development testing of the Navy's Tomahawk
Cruise Missile. From 1962 to 1972 he was a consultant to the
NASA Office of Manned Space Flight's Apollo Program Office in the
development of written standards for the control of the
reliability of Apollo Moon landing hardware systems and
equipment. During this period he represented the NASA Apollo
Program Office at the Kennedy Space Center, the Manned Spacecraft
Center, and led the audit of the performance of NASA and
contractor hardware activities program wide.
From 1952 to 1962 he graduated from General Electric Company's
three year Manufacturing Management Program (equivalent to an MS
degree in Engineering Management) and had increasingly more
responsible assignments in manufacturing and product assurance of
diverse GE products.
He is an alumnus of MIT and the University of Vermont where he
earned BS degrees in Industrial Engineering in 1950 and Economics
in 1951. He has completed over 30 GE (non-credit) courses in
finance, engineering, manufacturing processes, etc; and several
postgraduate (credit) courses in languages, computer programming
and the sciences.
He is a past President and a Director of the Association for
Retarded Citizens - Volusia County, President of the Civitan Club
of Ormond Beach, Florida, Life Member of the US Navy League, a
senior member of the GE Elfun Society, and a Shriner.
<PAGE>
JAMES A THUMSER -- Treasurer and Director
Mr James A Thumser was elected Treasurer and a Director of the
Company on May 3, 1994. As Treasurer he is in charge of keeping
the financial records of the Company and participates in the
establishment of financial policies of the Company. From 1987 to
the present he has performed various roles as a financial
consultant for those seeking financing, and Income Tax
assistance. From 1955 to 1987 he was employed by the General
Electric Company in increasingly more responsible financial
positions. From 1975 to 1978 he was a Manager of Division
Auditing and Financial Analysis; from 1978 to 1981 he was a
Consultant in Government Contract Practices; from 1981 to 1986 he
was a Manager of Contract Practices, and from 1986 to 1987 he was
a Specialist in Education and Training in Government Contract
Compliance for the GE Aerospace Group.
From 1951 through 1955 Mr Thumser saw active duty with the US Air
Force. He graduated from Queens College in New York City in 1951
with a BA degree. He has served as the treasurer and a director
of the Wildwood Property Owners Association, a director and
auditor for the Seychelles Condominium Management Association,
and an officer and a senior member of the GE Elfun Society.
RICHARD R COOK -- Corporate Counsel and Director
Mr Cook was elected as Corporate Counsel on December 1, 1994, and
was elected to the Board of Directors on April 22, 1995. From
1988 to the present Mr. Cook has been Counsel and Director for Au
International, Inc. He has raised money for Au and devoted a
substantial amount of his time to the operation of Au. During
this time period he has also been actively involved as a
consultant and fund raiser with The Great Alaska-Yukon Mining and
Trading Company, Inc., a closely held company attempting to
develop an entertainment complex in Orlando, Florida based upon
an Alaskan theme.
He is licensed to practice law in Florida, and is engaged in the
part-time practice of law. His practice is devoted mainly to
wills, trusts and corporations.
He holds A.B. degree in Psychology from Indiana University,
Bloomington, Indiana. He holds J.D. degree in Law from Indiana
University, Bloomington, Indiana.
Except as indicated below, to the knowledge of management, during
the past five years, no present or former director, or executive
officer of the Company:
(1)filed a petition under the federal bankruptcy laws or
any state insolvency law, nor had a receiver, fiscal agent or
<PAGE>
similar officer appointed by a court for the business or property
of such person, or any partnership in which he was a general
partner at or within two years before the time of such filing, or
any corporation or business association of which he was an
executive officer at or within two years before the time of such
filing;
(2)was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic violations
and other minor offenses);
(3)was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting, the following activities:
(I)acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of any
of the foregoing, or as an investment advisor, underwriter,
broker or dealer in securities, or as an affiliate person,
director or employee of any investment company, or engaging
in or continuing any conduct or practice in connection with such
activity;
(ii)engaging in any type of business practice; or
(iii)engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4)was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5)was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or
vacated.
(6) was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company's Common Stock is registered pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock. The
following table sets forth as of December 31, 1996, the name and
position of each person that failed to file on a timely basis any
reports required pursuant to Section 16 of the Exchange Act.
Report to
Name of Person Position be Filed (1)
- -------------- -------- ------------
Richard R Cook Director,Officer Form 3
Donald S Thayer Director,Officer Form 3
James A Thumser Director,Officer Form 3
There was no public solicitation of stock sale during this period
of delinquency for filing Form 3s. The only sales of the
Company's stock are as set out herein.
Item 10. EXECUTIVE COMPENSATION
The issuance of 32,500 shares of stock to each director for each
year of active service has been authorized. Other than issuance
of stock, officers have received no compensation or remuneration
to date from the Company for serving in these positions other
than partial reimbursement for out-of-pocket expenses incurred on
behalf of the Company during the years ending with the effective
date of this document. Future salaries of the officers and
directors will be set by the Board of Directors depending upon
the financial condition of the Company, and may include bonuses,
health insurance and other compensation as the Board of Directors
may award.
Out-of-pocket expenses are defined as the monies expended on
behalf of the Company while engaged in Company business such as
travel expenses and items purchased for use by the Company.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT
There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
person named in Cash Compensation set out above which would in
any way result in payments to any such person because of his or
her resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries,
or any change in control of the Company, or a change in the
<PAGE>
person's responsibilities following a changing in control of the
Company.
The Directors have adopted a non-qualified stock option plan
attached which was attached to the last 10K filed by the Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table contains information as of the date of this
filing as to the beneficial ownership of shares of common stock
of the Company of each person who was the beneficial owner of
five (5%) percent or more of the outstanding shares of the
Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
_________________________________________________________________
Title of Class Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner
_________________________________________________________________
Common stock Cypress Bend Trading -1 62,790 38
Company, Inc.
2253 River Ridge Road
DeLand, Florida 32720
Common stock Eugene G Harris -2 10,000 6
5885 NW 18 Street
Miami, Florida 33152
Common stock Susan Freeman, Trustee 10,000 6
4250 North Michigan Ave
Miami, Florida 33140
Common stock Au International, Inc -3 25,000 15
Post Office Box 1929
DeLand, Florida 32721
Common stock Robert Flounders -4 25,000 15
5171 West Winds Drive
Orlando, FL 32819
- -1 Cypress Bend is owned and controlled by Company Management.
Cypress Bend owns shares of the Company received from Eugene G.
Harris at the time the current investor group took control of the
Company.
- -2 Eugene G. Harris may be deemed to be "parent" and Promoter"
of the Company under rules and regulations of the Securities Act
of 1933 by virtue of his ownership of common stock and his
efforts in the organization of the Company.
<PAGE>
- -3 It should be noted that Richard R. Cook, Edwin T. Presley,
Darold Schonsheck, Jack Spencer and Donald S Thayer, directors of
the Company, are also directors of Au International, Inc. from
which the Alaska leases were obtained.
- -4 Includes 2,500,000 shares held by Au International,Inc. Mr.
Flounders is Chairman of the Board of Directors of Au
International, Inc. and has shared power to vote or control the
disposition of such shares.
The following table contains information as of the date of this
filing as to the beneficial ownership of shares of common stock
of the Company, as well as all persons as a group who will then
be officers and directors of the Company.
SECURITY OWNERSHIP OF MANAGEMENT
_________________________________________________________________
Title of Class Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner
_________________________________________________________________
Common stock Mr Richard R Cook -5-6 87,790 53
Corporate Counsel, Director
2253 River Ridge Road
DeLand, Florida 32720
Common stock Mrs Rita R Cook, Director 5,000 3
2253 River Ridge Road
DeLand, Florida 32720
Common stock Mr Charles A Gaetano -6 67,790 41
Director
311 Turner Street
Utica, New York 13501
Common stock Mr Buster LaMoure 630 .3
President
1026 Highway 93 North 15
Salmon, Idaho 83467
Common stock Dr Edwin T Presley -5-6 92,790 56
Chairman, Board of Directors
828 John Anderson Drive
Ormond Beach, Florida 32176
Common stock Mr Darold Schonsheck -5-6 92,800 56
Vice President
315 Rio Pinar
Ormond Beach, Florida 32174
<PAGE>
Common stock Mr Steven D Shoup -6 67,790 41
Director
424 West 30th Street
Marion, Indiana 46953
Common stock Mr Jack Spencer -5-6 92,790 56
Director
608 Mallory Court
Stone Mountain, Georgia 30087
Common stock Mr Donald S Thayer -5-6 92,790 56
Corporate Secretary, Director
6 Fountainebleau Circle
Daytona Beach, Florida 32118
Common stock Mr James A Thumser -5-6 92,790 56
Treasurer, Director
3855 South Atlantic Ave, 306
Daytona Beach Shores, Fl 32127
Common stock Officers and Directors 12,780,00 77.1
as a group
- -5 Includes 2,500,000 shares held by Au International,Inc.
Richard R. Cook, Edwin T. Presley, Darold Schonsheck, Jack
Spencer, James A. Thumser and Donald S Thayer, directors of the
Company, are also directors of Au International, Inc. from which
the Alaska leases were obtained and have shared power to vote or
control the disposition of such shares.
- -6 Includes 6,279,000 shares held by Cypress Bend Trading
Company, Inc. Richard R. Cook, Charles A. Gaetano, Edwin T.
Presley, Darold Schonsheck, Steven D. Shoup, Jack Spencer, Donald
S Thayer, and James A. Thumser, directors of the Company, are
also directors of Cypress Bend Trading Company, Inc. and have
shared power to vote or control the disposition of such shares.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has entered into several agreements of which
management believes the potential investor should be aware. They
are as follow:
Sale of Investment Stock
On May 1, 1994 Eugene G Harris sold 3,200,000 shares of Sky
Freight, Inc. to Susan Freeman for $0.0005 per share. On May 3,
1994 Eugene G Harris exchanged 36,400,000 shares of his Sky
Freight, Inc. common stock for 7,280,000 shares of the post split
<PAGE>
Caldera Corporation common stock, par value $0.0025. On May
3, 1994 Mr Harris conveyed 6,280,000 shares of common stock to
the Cypress Bend Trading Company, Inc. the only consideration
being Cypress Bend's promise to try to turn Caldera into a going
concern.
In May 1994 and March 1995, the Company sold 4,000,000 shares of
authorized but unissued common stock for $ 10,050 to certain
officers and directors of the Company as follows:
On or about the 25th day of May, 1994 the Company sold 500,000
shares of common stock to Rita R Cook for $1300; on or about the
25th day of May, 1994 the Company sold 500,000 shares of common
stock to Charles A Gaetano for $1250; on or about the 25th Day of
May, 1994 the Company sold 500,000 shares of common stock to Dr
Edwin T Presley for $1250; on or about the 25th day of May, 1994
the Company sold 500,000 shares of common stock to Darold
Schonsheck for $1,250; on or about the 25th day of May, 1994 the
Company sold 500,000 shares of common stock to Steven D Shoup for
$1,250; on or about the 25th day of May, 1994 the Company sold
500,000 shares of common stock to Jack N Spencer for $1250; on or
about the 25th day of May, 1994 the Company sold 500,000 shares
of common stock to Donald S Thayer for $1,250. In March 1995,
the Company sold 500,000 shares of authorized but unissued common
stock for $1,250 to James A Thumser an officer and director of
the Company.
All of the above named persons have signed an "Investment Letter"
stating that they have purchased their shares for investment
purposes only, and that they will not sell any of their shares
for the thirteen months next succeeding the date they purchased
same, unless subject to an exemption from registration (other
than Rule 144), under the Securities Act of 1933 or unless they
duly register said shares in accordance with the provisions of
said act.
As of the effective date this document the Company has sold
shares of its common stock to 10 individuals at a price of $1.00
per share in lots of 1000 shares. The proceeds of these sales of
common stock have been used in the startup operations of the
business for such things as office rent, office supplies, and
travel expenses; as follows:
In October 1994, the Company sold 3,000 shares of authorized
but unissued common stock for $3,000 to private individuals.
In November 1994, the Company sold 2,000 shares of authorized
but unissued common stock for $2,000 to private individuals.
In January 1995, the Company sold 1,000 shares of authorized
but unissued common stock for $1,000 to private individuals.
In February 1995, the Company sold 10,000 shares of authorized
<PAGE>
but unissued common stock for $10,000 to private individuals.
In April 1995, the Company sold 2,000 shares of authorized
but unissued common stock for $ 2,000 to Darold and Sheila
Schonsheck. Mr. Schonsheck is an officer and director of the
Company. In May 1995, the Company sold 1,000 shares of
authorized but unissued common stock for $1,000 to a private
company.
Other than sales to officers, directors or their spouses the
Company made no public solicitation for sales. Only eight
persons were contacted to purchase stock all were friends of
officers or directors. Virtually all of these contacts were made
at the dinner or breakfast tables. Only one person solicited for
purchase of stock did not purchase. These sales are exempt from
registration as Section 4 (2) of the Securities Act of 1933
exempts transactions not involving a public offering.
Management requested that Standard & Poor Corporation issue a
CUSIP number to properly identify the stock certificates of the
Company once a market for the Company's stock has been
established. S & P assigned "CUSIP 12877P 10 9" as the formal
identifying number for the Company's stock certificates.
The officers and directors of the Company maintain a close
relationship with Au International, Inc., a chapter S corporation
organized in 1990. Au International, Inc. is currently the owner
of mining claims on approximately 43,000 acres of land in the
State of Alaska, of which approximately 7,320 acres have been
optioned to the Company. Interest and familiarity in these
Alaskan lands on the part of some of the Company's officers
extends back to 1985. The officers, directors and significant
shareholders of Au International, Inc. who are officers and/or
directors of the Company (with the exception of Mr Flounders who
is not an officer or director of the Company) are as shown in the
table below.
_________________________________________________________________
Office Held in Au Name and Address of Au Percentage of Au
International Office Holder Stock Owned
_________________________________________________________________
Chairman, Board of Mr Robert A Flounders 14.0
Directors 5171 West Winds Drive
Orlando, FL 32819
President and Mr Donald S Thayer 6.09
Director 6 Fountainebleau Circle
Daytona Beach, FL 32118
Corporate Counsel Mr Richard R Cook 4.75
2253 River Ridge Road
DeLand, FL 32720
<PAGE>
Secretary, Treasurer Mr Darold Schonsheck 4.91
and Director 315 Rio Pinar
Ormond Beach, FL 32174
Director Dr Edwin T Presley 7.75
828 John Anderson Drive
Ormond Beach, FL 32176
Director Mr Jack N Spencer 5.0
608 Mallory Court
Stone Mountain, GA 30087
The following officers of the Company do not hold offices in Au,
but are significant share owners of Au International, Inc.:
Mrs Rita R Cook 1.25
2253 River Ridge Road
DeLand, FL 32720
Mr James A Thumser .50
3855 South Atlantic Ave., 306
Daytona Beach Shores, FL 32127
Item 13. Exhibits and Reports on Form 8-K
Page
Accountant's Independent Auditor's Report 33
Financial Statements
- --Balance Sheet December 31, 1996 34
- --Statement of Income and Accumulated
Earnings (Deficit) for the years 1996 and 1995 35&36
- --Statement of Cash Flows for the year ended
December 31, 1996and 1995 37
- --Statement of Stockholders' Equity
for theyears 1995 and 1996. 38
--Notes to Financial Statements 39-42
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Caldera Corporation
By:Richard R. Cook
Date: April 17, 1998 Richard R. Cook, President
<PAGE>
CALDERA CORPORATION
Formerly, Sky Freight, Inc.
(A Development Stage Company)
Daytona Beach, Florida
FINANCIAL STATEMENTS
DECEMBER 31, 1997
Marvin B. Seidman, CPA
Certified Public Accountant
Miami, Florida
<PAGE>
CALDERA CORPORATION
Formerly, Sky Freight, Inc.
(A Development Stage Company)
CONTENTS
PAGE
Accountant's Independent Auditor's Report 3
Financial Statements
- --Balance Sheet 4
- --Statement of Income
for the years 1996 and 1997 5
--Statement of Cash Flows 6
--Statement of Stockholders' Equity 7
--Notes to Financial Statements 9
<PAGE>
Marvin B. Seidman, CPA
CERTIFIED PUBLIC ACCOUNTANT
8501 S. W. 29th Street
Miami, Florida 33155
(305) 221-8271
INDEPENDENT AUDITOR'S REPORT
To: The Board of Directors
Caldera Corporation
Daytona Beach, Florida
I have audited the accompanying balance sheet of CALDERA CORPORATION ( a
development stage Company) as of December 31, 1997, and the related statements
of income and accumulated earnings, and cash flows for the two years then
ended. These financial statements are the responsibility of the management of
Caldera Corporation. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.
Prior to the date of the Financial statements, the Company sold its assets,
and also reverse stock split ( see Note 10).
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Caldera Corporation as of
December 31, 1997, and the results of its operations and cash flows the two
period then ended in conformity with generally accepted accounting principles.
ss/Marvin B. Seidman
Marvin B. Seidman, CPA
Certified Public Accountant
April 24, 1998
<PAGE>
CALDERA CORPORATION
BALANCE SHEET
AS OF DECEMBER 31, 1997
ASSETS
CURRENT ASSETS:
Cash in bank $ -0-
PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $994
AND $216 (notes 2 and 10) -0-
OTHER ASSETS:
Mining Leases (notes 4, 5, 6 and 10) -0-
Advance Deposits (note 10) -0-
_______
TOTAL ASSETS $ -0-
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts and Stockholder Payables (note 10) $ -0-
Notes Payable - Stockholders (notes 7 and 10) -0-
Accrued interest on notes (note 10) -0-
________
Total Current Liabilities -0-
OTHER LIABILITIES:
Mining lease dispute (note 10) -0-
Certificate replacement (note 10) -0-
______
Total Other Liabilities -0-
STOCKHOLDERS' EQUITY:
Common stock $.0025 par value
200,000,000 shares authorized,
166,250 shares issued and
outstanding (note 10) 416
Additional paid in capital 60,149
Accumulated deficit (60,565)
_________
Total Stockholders' Equity -0-
_______
TOTAL LIABILITY AND STOCKHOLDERS EQUITY $ -0-
========
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
STATEMENT OF INCOME AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31,1997 AND 1996
1997 1996
REVENUE: $ -0- $ -0-
EXPENSES:
Mining Leases (note 8) -0- -0-
Selling, General & Administrative 6,305 16,782
Legal and accounting -0- 4,200
Interest (note 7) 2,102 5,155
Depreciation (note 2) 646 1,182
_____ _____
NET (LOSS) $(9,053) $ (27,319)
======== ========
(LOSS) per share (.01) (.164)
====== =======
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997 and 1996
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (9,053) $ (27,319)
Adjustments to reconcile net income to
net cash used by operating activities:
Disputed mining lease payment (note 8) 0 0
Depreciation 0 1,182
Accrued Interest 0 2,559
Increase in Security Deposits 0 0
Stockholder payable expenditure decrease 0 549
(notes 2 & 7) _______________
Net Cash From Operations (9,053) 8,026
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Stock to shareholders 0 0
Additional paid in capital by stockholders 0 0
Increase in loans from shareholders 0 0
Decrease in loans from shareholders 0 (14,123)
Assumption of assets & Liabilities
by Au International, Inc.(note 10) 8,820 _________
Net Cash Provided By Financing Activities 8,820 (14,123)
__________ _________
NET CHANGE IN CASH AND CASH EQUIVALENTS $ (233) (33,416)
Cash and Cash Equivalents, Beg. of Period 233 33,649
Cash and Cash Equivalents, End of Period $ 0 233
======= ========
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
THROUGH DECEMBER 31, 1997
Common Stock Capital in
______________________ Excess of Accum.
Shares Amount Par Value Deficit
___________ ________ ___________ _______
BALANCE,Jan. 1, 1994 49,280,000 $24,640 $ $(24,640)
Recapitalization: par
value change from $.0005
to $.0025 and 5 for 1
reverse stock split
May 3,1994 (note 1)(39,424,000)
Shares exchanged for cash
May 1994(notes 3 ) 3,500,000 8,750 50
October 1994 3,000 8 2,992
November 1994 2,000 5 1,995
Shares exchanged for
acquisition of mining
leases (notes 4,5 & 6) 2,750,000 6,875
Net loss for the period
ended December 31, 1994 (67,589)
___________ _______ _______ _______
BALANCE
DECEMBER 31, 1994 16,111,000 $ 40,278 $ 5,037 $(92,229)
==============================================
Shares exchanged for cash
January 1995 1,000 3 997
February 1995 10,000 25 9,975
March 1995 500,000 1,250
April 1995 2,000 5 1,995
May 1995 (note 3) 1,000 2 998
Net loss for the period
ended December 31,1995 (25,988)
__________ _________ _______ _______
BALANCE
December 31, 1995 16,625,000 $41,563 $19,002 $(118,217)
========== ======= ======== =========
Net loss for the period
ended December 31,1996 (27,319)
__________ _________ _______ _______
BALANCE
December 31, 1996 16,625,000 $41,563 $19,002 $(145,536)
========== ======= ======== =========
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
THROUGH DECEMBER 31, 1997
Continued
Stock reduction having the
effect of a reverse split
of 100 to 1 and an
Assumption of liabilities by
Au International, Inc.
(Note 10) (16,458,750) $(41,147) $ 41,147 $94,024
Net loss for the period (9,053)
ended December 31, 1997
BALANCE __________ ________ ________ ________
December 31, 1997 166,250 $ 416 $ 60,149 $(60,565)
========== ======== ======== ========
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION INC.
Formerly, Sky Freight, Inc.
A development stage company
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE 1 - GENERAL ACCOUNTING POLICIES AND REORGANIZATION
Prior to the First day of February, 1986, the Company was engaged in the
business of operating a cargo airline based in Miami, Florida. There were
a total of 49,280,000 shares issued bearing the Sky Freight, Inc. name.
Due to illness of the Chief Executive Officer of the Company, Mr Eugene G
Harris of Miami, Florida, the Company ceased doing business on or about
February 1, 1986. At that time the Company liquidated its assets and paid
all of its liabilities. The Company, then having no assets, no
liabilities, and no business, became dormant.
On February 7, 1994 Eugene G Harris agreed to transfer control of the
Company to an investor group. The new controlling stockholders took
control on May 3, 1994 and provided the capital to initiate a
reorganization program. During 1994 the primary activities of the Company
involved obtaining office space and equipment, acquiring several mining
leases, selling stock to officers, directors and private individuals to
finance these activities and preparing legal and financial documents
required by the reorganization and these operations. Legal and accounting
expenses are normal expenses for these activities. The Company is in the
development stage currently and its accounting policies will be governed
by FAS No.7.
On May 3, 1994 the Company reverse split its common stock (five shares of
the old stock became one share of the new common stock, par value of
$0.0025). The Company then was recapitalized so that the number of
authorized common shares was increased to Two Hundred Million
(200,000,000) shares having a par value of $0.0025 each. The name of the
Company was changed to Caldera Corporation.
ACCOUNTING FOR GOLD SALES REVENUE - Revenue from the sale of gold ore, if
any is produced, will be recognized at the point of sale to the customer.
The Company will also deliver the gold at that time and collect the cash.
Therefore the Company will have no accounts receivable resulting from the
sale of gold.
PROPERTY AND EQUIPMENT - The cost of property and equipment is depreciated
over the estimated useful lives of the related assets. The estimated
useful lives of the office equipment is five years. Depreciation is
computed on a straight-line basis for financial reporting purposes and on
ACRS for income tax purposes.
MAINTENANCE AND REPAIRS - Maintenance and repairs are charged to
operations when incurred. Improvement and renewals are
capitalized. When property and equipment are sold or otherwise disposed
<PAGE>
of, the asset account and related accumulated depreciation account are
relieved, and any gain or loss is included in operations.
PROVISION FOR TAXES - The Company has not made a profit to date and is
in the development stage with no ascertainable time table for
profitability, if ever, therefore no provisions have been made for taxes
or loss carryover benefit under FAS 109 guidelines.
NOTE 2 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment - at cost, less
accumulated depreciation:
Office equipment$6,448
Less: Accumulated depreciation(2,176)
_______
Total$4,272
=======
The Company incurred $8,733 rental expense under non-cancelable
operating leases during 1996. Future minimum payments related to the
leas are as follows:
1997 $10,377
1998 $10,377
1999 $ 6,918
$27,672
NOTE 3 - SALE OF STOCK FOR CASH
In March 1995, the Company sold 500,000 shares of authorized but
unissued common stock for $1250 to an officer and director of the
Company.
In January through May 1995, the Company sold 14,000 share of authorized
but unissued common stock for $14,000.00 to private individuals.
NOTE 4 - SALES OF STOCK FOR MINING LEASES
On August 19, 1994 the Company acquired options on certain gold mining
claims for a total price of $2,750,000 payable in shares of the common
stock of Caldera Corporation, Inc., par value $0.0025, at the
arbitrarily assumed market price of $1.00 per share, upon exercising the
option. The Company has issued the stock and paid certain rental fees in
the amount of $41,560 required to exercise the option but closings have
been postponed by mutual agreement of the parties until April 1996.
This property will be explored to determine if, and where, minerals
mining may be proven to be warranted on the property. The Company
therefore recorded the transaction at par value, the price at which
shares had been sold to officers and directors of the Company.
NOTE 5 - MINING LEASES ACQUISITIONS
In August 1994, the Company acquired options related to a group of
<PAGE>
mining leases in Chile from a private company. The Company issued
250,000 shares of common stock estimated to be valued at $1.00 per
share, upon exercising the option. The option grants the Company the
right to prospect and test the property for production if the option to
purchase is exercised. If the Company does not obtain sufficient
financing within a specified time period,
the agreement may be terminated by the private entities involved. The
Company has not yet commenced exploration of theses leases. Management
intends to amortize the cost of the leases based upon initial reserve
calculations and related future production.
NOTE -6- RELATED PARTY TRANSACTIONS
The Compay has also acquired options related to a group of mining leases
in Alaska from a private company that is controlled by certain officers
and directorsof the Company. The Company issued 2,500,000 shares of
common stock estimated to be valued at $1.00 per share to secure this
option. The Company will exercise its option to purchase the of the
leases if production is feasible. If the Company does not obtain
sufficient financing within a specified time period, the agreement may
be terminated by the private entities involved. Management intends to
amortize the cost of the leases based upon initial reserve calculations
and related future production.
NOTE -7- STOCKHOLDER LOANS AND ADVANCES
At December 31, 1996, the Company owed $51,698 in demand notes at 9%
from an affiliated company that is controlled by certain officers and
directors of the Company and from certain officers and directors of
the Company.
NOTE -8- ALASKA MINING LEASE DISPUTE
AU International Inc. was issued 2,500,000 shares of stock for the
option of a group of mining leases it held in Alaska. The Company then
paid the State of Alaska $ 41,560 as mining claim lease expense. This is
an annual rental fee which the State of Alaska contested as not having
been made in a timely manner on December 21, 1994. Although the state
of Alaska accepted the rental payment the State then determined that the
Company had not filed its annual assessment affidavit correctly. The
State asserted this constituted an abandonment of all of its claims.
Based upon this the State returned the rental payment of $41,560.00 to
the Company on December 4, 1995. This determination is being contested
by the Company by way of an Appeal to the appropriate Court in Alaska.
An unfavorable decision could result in the loss of the assets related
to Alaska Mining Leases.
NOTE -9- LEGAL PROCEEDINGS
The Company is currently litigating the State of Alaska's determination
that the Company had not filed its annual assessment affidavit
correctly. The State asserted this constituted an abandonment of all of
<PAGE>
its claims. This determination is being contested by the Company by way
of an Appeal to the appropriate Court in Alaska. An unfavorable
decision could result in the loss of the assets related to Alaska Mining
Leases.
Although not currently in litigation; management believes that the
current owners of the Beluga Mining Company feel that Caldera has
defaulted on the provisions of an option agreement between the two
companies by the failure to pay the rental fees of Seventy Thousand
($70,000) dollars to the State of Alaska for certain mining claims held
by Beluga.
Management does not know of any other potential litigation involving the
Company which may be filed in the future. The Company has hired Legal
counsel to pursue its disputed Alaska mining claims. Legal counsel at
this time can not express an opinion as to the outcome of this
litigation. Management believes it will prevail.
NOTE -10- DISPOSITION OF ASSETS AND LIABILITIES
On April 26, 1997 at the Stockholder's Annual Meeting conducted by the
Company, the sale of all assets was approved. This sale was made to a
related party, Au International, Inc., which is controlled by the
insiders of Caldera Corporation..Au International also assumed all
related liabilities. This action affects the Company's ability to
continue as a going concern. This action renders the Company assetless.
The Company also voted to reduce pro rata without change in par value,
the number of shares outstanding as if a reverse split of stock was done
in the ratio of 1 to 100. Therefore outstanding common stock is reduced
from 16,6250,000 shares to 166,250 shares. This was effective June 30,
1997.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 41,563
<OTHER-SE> (41,563)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,951
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,102
<INCOME-PRETAX> (9,053)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,053)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,053)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
